Founded by a passionate Stanford/Berkeley/OkCupid Labs alum with domain expertise and unique insight

The Problem: On today's dating apps, less than 11% of matches result in actual dates!

People spend most of their time and energy swiping and texting, instead of connecting face-to-face. The majority of​ users want dates, but apps force them to play a game of matching, messaging​, scheduling, and waiting. This leads to widespread frustration, high user churn, and a sentiment commonly known as “dating app fatigue.”​

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Technology shouldn’t get in the way of connection; it should make it easier.

Whim achieves this goal by ditching the chat-centric model, and replacing it with an actual date setup service.

The chat-centric model is a relic from the 1990s. In 2016, technology-driven meetup coordination is not only possible, but also expected from a generation of mobile app users who get almost everything “on demand.” Whim uses scheduling tools, matching and venue algorithms to set users up on dates with the people they want to meet, at a time and place that's convenient for them.​

The Result: On Whim, users' chances of meeting in real life are more than 6x that of other dating apps.

​Whim is the only app that genuinely prioritizes meaningful, real-life interactions. 70% of matches on Whim result in actual dates, versus less than 11% on other apps:​

How It Works

Whim makes dates happen based on when and where you're free, and whom you want to meet. Simply:

Open the app

Indicate when you're free

Match with someone you like

Whim takes care of the rest!

Whim schedules your date and alerts both of you via text message. Upon opening the app, you find a recommendation for a specific cocktail bar, wine bar, or cafe located roughly equidistant from the two of you, as well as your date’s contact information so that you can be in touch just to confirm the details. Seamlessly, you find yourself out on a real-life date in as little as a few hours later -- without any significant work or buildup.​

Backed by Scientific Research

​Social science experts agree that other dating apps’ emphasis on predictive matching algorithms and virtual online interactions is misguided. Along with frustrated singles everywhere, they too are calling for a solution that puts the emphasis back on in-person interactions.​

Aziz talks about this all the time!

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Our Story

We started working on Whim in 2014, when we realized that the current slew of dating apps was actually causing significant frustration for relationship-seeking singles. A lot of hard work, testing, iterating, consulting with experts, user interviews, and research went into building our MVP (minimum viable product). Dave McClure’s 500 Startups accelerator recognized the value in our first product and admitted us into Batch 10, in spite of being much earlier stage than they typically allow into their program.

App Launch + Instant Traction

After 500 Startups’ coaching and continued iteration,​ Whim launched in the App Store to San Francisco and New York City in 2015. The app instantly gained organic traction, accumulating thousands of users in those cities based purely on earned media and word-of-mouth. 3,500 users signed up for Whim in its first month, and we quickly earned nods in TechCrunch, Fortune, ProductHunt, Los Angeles Times, and more.

Growing Through Word-of-Mouth

For the past year, we have continued to grow almost exclusively through organic sharing. Our metrics tell the story:

Our Users Love Us

Direct feedback proves that we are headed in the right direction:

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​What's next

Whim 2.0

Building upon the success of Whim 1.0, we’re currently hard at work on our second major release. Among countless improvements based on both qualitative and quantitative data from our users, Whim 2.0 will include:

A new subscription revenue model and a move toward more premium experience positioning

Built-in incentives for dating follow-through and accountable behavior, and disincentives against “flaking”

A simplified scheduling process, balancing the need for planning with the desire for spontaneity

Why Invest

We know what we're doing

Whim has already accomplished impressive traction with very little funding to date. We’ve been covered by major media outlets and have received an overwhelmingly positive response from our users.

The market is huge, and growing

Online dating is a $2+ billion industry in the U.S. alone, growing 14% year-over-year. Internationally, the space is still relatively unsaturated and has even greater potential for growth.​

We're on a mission

Our mission is to influence dating and social culture in a positive way. We believe people are better off meeting each other in real life versus endlessly swiping, texting on their phones, and going nowhere. By investing in Whim, you’re supporting a movement of love and genuine connection.

Use of Funds

We are raising at least $50,000.

Your investment in Whim will allow us to:

Complete development of version 2.0

Increase growth and acquisition 3x

Earn meaningful early revenue

If we exceed our minimum fundraising goal, our plan is to:

Accelerate development

Accelerate growth and acquisition

Release Whim for Android

Terms of the Deal

Investing in this crowdfunding opportunity through Republic allows you to be an angel investor in Whim under the provisions of Title III of the Jumpstart Our Business Startups Act of 2012 (known as the “JOBS Act”) and Regulation Crowdfunding. The financial instrument for your investment is called a Crowd Safe. With a Crowd Safe, your investment automatically converts into stock when Whim undergoes a liquidity event - in other words, when we are acquired or have an IPO.

The valuation cap specifies the maximum valuation under which your investment will convert into shares. Whim's valuation cap for this round is $5 million. If the company is acquired for less than the valuation cap amount, the discount provision gives you a discount to the valuation. The discount provision for this round is 20%.

What the Press Is Saying About Whim

"By putting the emphasis back on actual dates, Whim users are 10 times more likely to meet someone than those utilizing other dating sites."

"For the uncoupled among us who’d rather gaze into some pretty eyes than a busted-up iPhone..."

Founder’s Story

Eve Peters, Founder and CEO of Whim

I have been involved in the online dating space - as both a product designer and a customer - for nearly a decade. Two years out of Stanford and single in San Francisco, I began in 2006 as a user of Match.com. From early on, I lamented the time and energy wasted in moving past the messaging zone and into the real-life zone. On a regular basis, I found myself spending over an hour a day managing messages with potential dates, with only a fraction of those conversations culminating in actual meetups. When I did eventually meet these people, most of them disappointed after the back-and-forth text messaging buildup.

In a day and age where mobile technology enables us to get almost anything “on-demand,” I wondered why dating apps still felt so exhausting and inefficient. In search of answers, I founded my first dating startup in 2008, earned a nod as a TechCrunch50 nominee, and went on later to lead product development at OKCupid Labs. In 2014, armed with learnings from that first venture and my time at OkCupid, I took the entrepreneurial leap again. I rounded up an awesome development team, built our MVP, got into 500 Startups, and officially launched the following year.

My team's philosophy – which is supported by sociologists like Eric Klinenberg and Eli Finkel (not to mention your grandmother, by the way!) – is that face-to-face interaction (not algorithms, and not texting), is the best way to get to know someone and see if there’s chemistry. With that in mind, we come to work every day with a goal to make getting to that meaningful in-person moment as efficient, delightful, and worthwhile as possible.​

These days I'm single, and I love using Whim to meet people in a way that feels effective, fun and even a bit magical. I'm excited to be crowdfunding for this company. This is modern dating, funded by the people, for the people! I hope you'll join us.​

Documents

Here's why 103 investors believe in Whim

I invested because I think people don't want to chat for hours after spending hours trying to match. People want a real life date. This also forces both people to really pay attention to who they are matching vs blind swiping.

I had this idea a few years ago. Believe in the problem and the app as a good solution for a targeted demographic of people who are actually ready to date. Think this can easily compete with the other subscription services if designed right.

Swiping and texting people isn't how to make a connection. You need to get to know people by meeting them in real life. Eve's brilliant idea is to make that happen fast so you don't waste time, but just skip to the important part.

Whim is way ahead of the online dating curve. They identified the flaw in swipe-apps long before Hinge or Tinder, and built the product from the start with this vision. Eve Peters ran product at OK Cupid and understand the space better than anyone.

I've always said there should be a dating app that fast-forwards to "the good part," ie skipping the email back-and-forth and just letting you meet in person. Whim has great people, a terrific interface - and it's FAST. This could be a game-changer.

Whim seems to have a good shot at solving a very real problem that many contemporary dating applications do not address. Connections made further down into interest funnel seem to have the capacity for better outcomes and engagement for users.

I know the founder and have seen her commitment to Whim day and day out for the last couple years. She is solving a very real problem within the dating world. This is creating real connections for real humans.

Y Combinator says that what makes a great founder is unstoppability, determination, formidability, resourcefulness, intelligence, and passion. That pretty much sums up exactly how I would describe Eve. Great founders make for great investments!

After creating a profile, you tell Whim when and where you’re free, browse profiles, and choose the people you’d like to meet. As soon as two of you with mutual interest have your schedules align, the app selects a local bar or cafe and sets you up for a date. Once the date is set, matched users are encouraged to get in touch and confirm plans with each other using their personal phone numbers. After the date, Whim asks you for feedback about your date (which is seen only by Whim admins, not by your date).

Other dating apps are essentially match-and-message platforms that give users a way to chat with one another. It turns out that matches on these apps result in actual dates less than 11 percent of the time! Users waste significant time and energy on conversations that lead nowhere, or that ultimately disappoint.

Whim, on the other hand, sets users up for real-life meetings right away. It's the first and only app to offer a true dating service -- taking matches offline and turning virtual connections into real-life dates.

Whim doesn’t have a messaging feature because texting is an inefficient -- and mostly ineffective -- way to get to know someone. Nearly 80 percent of messages on other dating apps go unanswered altogether, and it takes an average of two weeks of back-and-forth messaging to get to a real-life date. Additionally, time spent messaging leads people to build up a false sense of rapport that often leads to unrealistic expectations.

Once Whim users match, they do generally contact each other via one another’s cell phone numbers. However, since the date is already arranged, their messaging tends to be efficient, direct, and limited to confirming plans that are already established.

Whim is deeply committed to ensuring that our users have a safe and enjoyable experience dating through our app. We hand-screen every profile before it is approved and accepted into the community. In addition, should there be any reports of bad behavior via our app's built-in feedback feature, we are able to respond immediately and remove the offending user from the system.

It's currently free to download Whim and go on dates! Users can choose to upgrade to Star Membership to take advantage of premium features. For example, “Connect Now” is a feature that lets you get in touch to plan dates with your matches directly even if your busy schedules don’t align in the app right away.

Currently, Whim earns revenue through in-app purchases of recurring monthly subscriptions that give users access to additional, premium features in the app. A future release of the app may require users to pay a small monthly fee in order to use the service, after first experiencing the app through a free trial.

Our early marketing strategy has focused primarily on earned media (PR), in-app sharing incentives, and word-of-mouth. With additional funding, we will invest in content marketing development as well as paid advertising on Facebook and Instagram.

IAC (Interactive Corp., owner of Match, Tinder, and OkCupid) is an extremely active acquirer in the dating space. Other potential acquirers include eHarmony, Zoosk, Spark Networks, and other dating-focused organizations.

Risks

We were incorporated under the laws of Delaware on October 1, 2013. Accordingly, we have relatively little history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of advertising, promotions, and a corresponding client base. We anticipate that our operating expenses will increase for the near future. There can be no assurances that we will ever operate profitably. You should consider the Company’s business, operations and prospects in light of the risks, expenses and challenges faced as an early-stage company.

We face competition with respect to our key products that we seek to develop or commercialize in the future. Our competitors to our “Whim” dating app include major social media companies worldwide, including Tinder, OkCupid, Coffee Meets Bagel and Bumble. Many of our competitors have significantly greater financial, technical and human resources and superior expertise in research and development and marketing dating apps and websites. These competitors may also in the future compete with us in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products.

In order to achieve the Company’s near and long-term goals, the Company will need to procure funds in addition to the amount raised in the offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we will not be able to execute to our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an investor to lose all or a portion of his or her investment.

Recruiting and retaining highly qualified personnel is critical to our success. These demands may require us to hire additional personnel and will require our existing management personnel to develop additional expertise. We face intense competition for personnel. The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our product candidates. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect operating results. Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us.

In particular, the Company is dependent on Eve Peters, who is the founder, president, chief executive officer and, at present, sole director of the Company. The Company has not yet entered into an employment agreement with Ms. Peters and there can be no assurance that it will do so or that Ms. Peters will continue to be lead by the Company for a particular period of time. Furthermore, the Company has not taken out any “key person” insurance policies on Ms. Peters. Therefore, in the event Ms. Peters dies or becomes disabled, the Company will not receive any compensation to assist with her absence. The loss of Ms. Peters for any reason would most likely cripple the Company’s business, financial condition, cash flow and results of operations.

If we are unable to maintain a good relationship with the platform, if its terms and conditions or pricing changed to our detriment, if we violate, or if it believes that we have violated, the terms and conditions of its platform, or if the platform were unavailable for a prolonged period of time, our business will suffer. We derive a majority of our revenue from distribution of our apps on a single platform—the Apple iOS App Store. We expect to similarly use the iOS App Store for distribution of our future apps. We are subject to Apple’s standard terms and conditions for application developers, which govern the promotion, distribution and operation of our applications on its platform. In addition, if we violate, or if Apple believes that we have violated, its terms and conditions, Apple may discontinue or limit our access to that platform, which would harm our business. Our business would be harmed if Apple discontinued or limited our access to their platforms, if its platforms declines in popularity, if Apple modifies its current discovery mechanisms, communication channels available to developers, respective terms of service or other policies, including fees, or changes how the personal information of app purchasers is made available to developers or develops its own competitive offerings. Furthermore, any change or deterioration in our relationship with Apple or platform providers could materially harm our business and likely cause our share price to decline. Even if we use different platforms to distribute our products, the Company’s business operations will still be reliant on its relations with such platforms.

Our intellectual property rights, including registered trademarks, may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons. Any failure by the Company to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with vendors, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our intellectual property rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

To protect our rights in our products and technology, we rely on a combination of copyright and trademark laws, trade secrets, confidentiality agreements with employees and third parties, and protective contractual provisions. We also rely on laws pertaining to trademarks and domain names to protect the value of our corporate brands and reputation. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our products or technology, obtain and use information, marks, or technology that we regard as proprietary, or otherwise violate or infringe our intellectual property rights. In addition, it is possible that others could independently develop substantially equivalent intellectual property. If we do not effectively protect our intellectual property, or if others independently develop substantially equivalent intellectual property, our competitive position could be weakened. Effectively policing the unauthorized use of our products and technology is time-consuming and costly, and the steps taken by us may not prevent misappropriation of our technology or other proprietary assets. The efforts we have taken to protect our proprietary rights may not be sufficient or effective, and unauthorized parties may copy aspects of our products, use similar marks or domain names, or obtain and use information, marks, or technology that we regard as proprietary. We may have to litigate to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of others’ proprietary rights, which are sometimes not clear or may change. Litigation can be time consuming and expensive, and the outcome can be difficult to predict.

Technology companies, including many of the Company’s competitors, frequently enter into litigation based on allegations of violations of intellectual property rights. As the Company grows, the intellectual property rights claims against it will likely increase. The plaintiffs in these actions frequently seek injunctions and substantial damages. Regardless of the scope or validity of such intellectual property rights, or the merits of any claims by potential or actual litigants, the Company may have to engage in protracted litigation. If the Company is found to infringe one or more intellectual property rights, regardless of whether it can develop non-infringing technology, it may be required to pay substantial damages or royalties to a third-party, or it may be subject to a temporary or permanent injunction prohibiting the Company from marketing or selling certain products. In certain cases, the Company may consider the desirability of entering into licensing agreements to avoid the foregoing adverse scenarios, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur. These licenses may also significantly increase the Company’s operating expenses. Regardless of the merit of particular claims, litigation may be expensive, time-consuming, disruptive to the Company’s operations and distracting to management. In recognition of these considerations, the Company may enter into arrangements to settle litigation. If one or more legal matters were resolved against the Company’s consolidated financial statements for that reporting period could be materially adversely affected. Further, such an outcome could result in significant compensatory, punitive or trebled monetary damages, disgorgement of revenue or profits, remedial corporate measures or injunctive relief against the Company that could adversely affect its financial condition and results of operations.

Our ability to implement and provide our applications and services to our clients depends, in part, on services, goods, technology, and intellectual property rights owned or controlled by third parties. These third parties may become unable to or refuse to continue to provide these services, goods, technology, or intellectual property rights on commercially reasonable terms consistent with our business practices, or otherwise discontinue a service important for us to continue to operate our applications. If we fail to replace these services, goods, technologies, or intellectual property rights in a timely manner or on commercially reasonable terms, our operating results and financial condition could be harmed. In addition, we exercise limited control over our third-party vendors, which increases our vulnerability to problems with technology and services those vendors provide. If the services, technology, or intellectual property of third parties were to fail to perform as expected, it could subject us to potential liability, adversely affect our renewal rates, and have an adverse effect on our financial condition and results of operations.

As a social media company with a subscription-based business model, we collect and store our customers’ non- public information, including personally identifiable information, such as customer names, telephone numbers, birthdays, height, ethnicity, occupation, etc. We may also collect a customer’s email address if the customer chooses to create an account using his or her Facebook profile. Additionally, we share certain information about our customers with vendors that assist with certain aspects of our business—most notably Apple, the main licensee and distributor of our app. While Apple’s iOS App Store has relatively strong security measures in place, it is not immune to cyber attack, as evidenced by a breach of its x-code framework by hackers in September 2015. Our Security, and that of the Apple iOS App Store, could be compromised and confidential customer or business information misappropriated. Loss of customer or business information could disrupt our operations, damage our reputation, and expose us to claims from customers, financial institutions, payment card associations and other persons, any of which could have an adverse effect on our business, financial condition and results of operations. In addition, compliance with tougher privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes.

Costs associated with the Company’s current or future information security policies or procedures – such as investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud – could cause our business and results of operations to suffer materially. Additionally, the success of our online operations depends upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, business associates or third parties may undermine our security measures. As a result, unauthorized parties may obtain access to our data systems and misappropriate confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of our customer transaction processing capabilities and personal data. If any such compromise of our security or the security of information residing with our business associates or third parties were to occur, it could have a material adverse effect on our reputation, operating results and financial condition. Any compromise of our data security may materially increase the costs we incur to protect against such breaches and could subject us to additional legal risk.

We collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, vendors and business partners, and personally identifiable information of our customers and employees, in our data centers and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Like others in our industry, we continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties. In addition, any such access, disclosure or other loss of information could disrupt our operations and the products and services we provide to customers, damage our reputation, and cause a loss of confidence in our products and services, which could adversely affect our revenues and competitive position.

Technical developments, client requirements, programming languages, and industry standards change frequently in our markets. As a result, success in current markets and new markets will depend upon our ability to enhance current products, address any product defects or errors, acquire or develop and introduce new products that meet client needs, keep pace with technology changes, respond to competitive products, and achieve market acceptance. Product development requires substantial investments for research, refinement, and testing. We may not have sufficient resources to make necessary product development investments. We may experience technical or other difficulties that will delay or prevent the successful development, introduction, or implementation of new or enhanced products. We may also experience technical or other difficulties in the integration of acquired technologies into our existing platform and applications. Inability to introduce or implement new or enhanced products in a timely manner could result in loss of market share if competitors are able to provide solutions to meet customer needs before we do, give rise to unanticipated expenses related to further development or modification of acquired technologies as a result of integration issues, and adversely affect future performance.

To succeed in our intensely competitive industry, we must continually improve, refresh and expand our product and service offerings to include newer features, functionality or solutions, and keep pace with price-to-performance gains in the industry. Shortened product life cycles due to customer demands and competitive pressures impact the pace at which we must introduce and implement new technology. This requires a high level of innovation by both our software developers and the suppliers of the third-party software components included in our systems. In addition, bringing new solutions to the market entails a costly and lengthy process, and requires us to accurately anticipate customer needs and technology trends. We must continue to respond to market demands, develop leading technologies and maintain leadership in analytic data solutions performance and scalability, or our business operations may be adversely affected. We must also anticipate and respond to customer demands regarding the compatibility of our current and prior offerings. These demands could hinder the pace of introducing and implementing new technology. Our future results may be affected if our products cannot effectively interface and perform well with software products of other companies and with our customers’ existing IT infrastructures, or if we are unsuccessful in our efforts to enter into agreements allowing integration of third-party technology with our database and software platforms. Our efforts to develop the interoperability of our products may require significant investments of capital and employee resources. In addition, many of our principal products are used with products offered by third parties and, in the future, some vendors of non-Company products may become less willing to provide us with access to their products, technical information and marketing and sales support. As a result of these and other factors, our ability to introduce new or improved solutions could be adversely impacted and our business would be negatively affected.

To remain competitive, we must continue to enhance and improve the functionality and features of our websites and technology infrastructure. As a result, we will need to continue to improve and expand our hosting and network infrastructure and related software capabilities. These improvements may require greater levels of spending than we have experienced in the past. Without such improvements, our operations might suffer from unanticipated system disruptions, slow application performance or unreliable service levels, any of which could negatively affect our reputation and ability to attract and retain customers and contributors. Furthermore, in order to continue to attract and retain new customers, we are likely to incur expenses in connection with continuously updating and improving our user interface and experience. We may face significant delays in introducing new services, products and enhancements. If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing websites and our proprietary technology and systems may become obsolete or less competitive, and our business may be harmed. In addition, the expansion and improvement of our systems and infrastructure may require us to commit substantial financial, operational and technical resources, with no assurance that our business will improve.

We are subject to income taxes as well as non-income based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in the United States and certain foreign jurisdiction where we may in the future collect revenue. Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates are reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made.

We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurance that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management’s time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

Although the SAFE may be tradeable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney. You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the SAFE (Simple Agreement for Future Equity). Because the SAFE has not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the SAFE has transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the SAFE may also adversely affect the price that you might be able to obtain for the SAFE in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.

No governmental agency has reviewed or passed upon this Offering, the Company or any Securities of the Company. The Company also has relied on exemptions from securities registration requirements under applicable state securities laws. Investors in the Company, therefore, will not receive any of the benefits that such registration would otherwise provide. Prospective investors must therefore assess the adequacy of disclosure and the fairness of the terms of this offering on their own or in conjunction with their personal advisors.

There is no assurance that a Purchaser will realize a return on its investment or that it will not lose its entire investment. For this reason, each Purchaser should read the Form C and all Exhibits carefully and should consult with its own attorney and business advisor prior to making any investment decision.

The Company may extend the Offering deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Company attempts to raise the Minimum Amount even after the Offering deadline stated herein is reached. Your investment will not be accruing interest during this time and will simply be held until such time as the new Offering deadline is reached without the Company receiving the Minimum Amount, at which time it will be returned to you without interest or deduction, or the the Company receives the Minimum Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after release of such funds to the Company, the Securities will be issued and distributed to you.

Purchasers will not have an ownership claim to the Company or to any of its assets or revenues for an indefinite amount of time, and depending on when and how the Securities are converted, the Purchasers may never become equity holders of the Company. Purchasers will not become equity holders of the Company unless the Company receives a future round of financing great enough to trigger a conversion and the Company elects to convert the Securities. Except for certain “Major Investors,” Purchasers will have no say in whether their securities are converted in any Equity Financing. The Company is under no obligation to convert the Securities into CF Shadow Securities (the type of equity securities Purchasers are entitled to receive upon such conversion). In certain instances, such as a sale of the Company, an IPO or a dissolution or bankruptcy, the Purchasers may only have a right to receive cash, to the extent available, rather than equity in the Company.

Purchasers will not have the right to vote upon matters of the Company even if and when their Securities are converted into CF Shadow Securities. Upon such conversion, CF Shadow Securities will have no voting rights and even in circumstances where a statutory right to vote is provided by state law, the CF Shadow Security holders are required to vote with the majority of the security holders in the new round of equity financing upon which the Securities were converted. For example, if the Securities are converted upon a round offering Series B Preferred Shares, the Series B-CF Shadow Security holders will be required to vote the same way as a majority of the Series B Preferred Share holders vote. Thus, Purchasers will never be able to freely vote upon any director or other matters of the Company.

Purchasers will not have the right to inspect the books and records of the Company or to receive financial or other information from the Company, other than as required by Regulation CF. Other security holders may have such rights. Regulation CF requires only the provision of an annual report on Form C-AR and no additional information. This lack of information could put Purchasers at a disadvantage in general and with respect to other security holders.

In a dissolution or bankruptcy of the Company, Purchasers of Securities which have not been converted will be entitled to distributions as if they were common stock holders. This means that such Purchasers will be at the lowest level of priority and will only receive distributions once all creditors as well as holders of more senior securities, including any preferred stock holders, have been paid in full. If the Securities have been converted into CF Shadow Securities, the Purchasers will have the same rights and preferences (other than the ability to vote) as the holders of the securities issued in the equity financing upon which the Securities were converted.

Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which the Purchasers will be able to demand repayment of their investment. The Company has ultimate discretion as to whether or not to convert the Securities upon a future equity financing and Purchasers have no right to demand such conversion. Only in limited circumstances, such as a liquidity event, may the Purchasers demand payment and even then, such payments will be limited to the amount of cash available to the Company.

The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions. In addition to the risks listed above, businesses are often subject to risks not foreseen or fully appreciated by the management. It is not possible to foresee all risks that may affect us. Moreover, the Company cannot predict whether the Company will successfully effectuate the Company’s current business plan. Each prospective Purchaser is encouraged to carefully analyze the risks and merits of an investment in the Securities and should take into consideration when making such analysis, among other, the Risk Factors discussed above. THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT. ANY PERSON CONSIDERING THE PURCHASE OF THESE SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET FORTH IN THIS FORM C AND SHOULD CONSULT WITH HIS OR HER LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN THE SECURITIES. THE SECURITIES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR INVESTMENT.

Discussion

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